-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JWje7x2ACbW1e4KzfpaSFEApLnBiuYtmzMB/0J60BheZZ9rdjD3jK9A0fiV1mpQz e3vx09wRY/wIF75chp8VuQ== 0001193125-06-256999.txt : 20061220 0001193125-06-256999.hdr.sgml : 20061220 20061220131757 ACCESSION NUMBER: 0001193125-06-256999 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061220 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061220 DATE AS OF CHANGE: 20061220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARAMARK CORP/DE CENTRAL INDEX KEY: 0001144528 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 233086414 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16807 FILM NUMBER: 061289095 BUSINESS ADDRESS: STREET 1: ARAMARK TOWER STREET 2: 1101 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19107 BUSINESS PHONE: 2152383000 FORMER COMPANY: FORMER CONFORMED NAME: ARAMARK WORLDWIDE CORP DATE OF NAME CHANGE: 20010711 8-K 1 d8k.htm ARAMARK CORPORATION - FORM 8-K Aramark Corporation - Form 8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 8-K

 


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 20, 2006

 


ARAMARK CORPORATION

(Exact name of registrant as specified in charter)

 


 

Delaware   001-16807   23-3086414

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

1101 Market Street

Philadelphia, Pennsylvania

  19107
(Address of Principal Executive Offices)   Zip Code

Registrant’s telephone, including area code: 215-238-3000

N/A

(Former name and former address, if changed since last report)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 8.01. Other Events.

On December 20, 2006, ARAMARK Corporation, a Delaware corporation (“ARAMARK”), issued the press release attached hereto as Exhibit 99.1 in which ARAMARK announced that its stockholders voted to adopt the Agreement and Plan of Merger, dated as of August 8, 2006 (the “merger agreement”), among the Company, RMK Acquisition Corporation and RMK Finance LLC, at a special meeting of ARAMARK’s stockholders.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit 99.1    Press Release dated December 20, 2006


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ARAMARK CORPORATION
Date: December 20, 2006   By:  

/s/ L. FREDERICK SUTHERLAND

  Name:   L. Frederick Sutherland
  Title:   Executive Vice President and
    Chief Financial Officer


EXHIBIT INDEX

 

Exhibit 99.1    Press Release dated December 20, 2006.
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

   LOGO

NEWS

 

RELEASE

  

ARAMARK Corporation

Kristine Grow, 215-238-3538

grow-kristine@aramark.com

ARAMARK SHAREHOLDERS VOTE TO APPROVE BUYOUT

PHILADELPHIA, December 20, 2006 – ARAMARK Corporation (NYSE: RMK), a world leader in providing professional services, announced that its shareholders overwhelmingly voted at a special meeting today to adopt the merger agreement entered into on August 8, 2006, providing for the acquisition of ARAMARK by an investor group led by Joseph Neubauer and investment funds managed by GS Capital Partners, CCMP Capital Advisors and J.P. Morgan Partners, Thomas H. Lee Partners and Warburg Pincus LLC.

Adoption of the merger agreement was subject to two votes. Under Delaware law, the merger agreement was required to be adopted by shareholders holding at least a majority in combined voting power of the company’s common stock outstanding on the record date of November 3, 2006. In addition to the vote required under Delaware law, the transaction was required to be approved by a majority of the combined voting power of the company’s common stock voted at the special meeting. For purposes of the second vote, each share of Class A common stock beneficially owned by Mr. Neubauer and other members of the company’s management committee was counted as only one vote, rather than the ten votes to which each such share is otherwise entitled.


Based on the preliminary tally of shares voted, for purposes of the vote required under Delaware law, 606 million votes were cast at the special meeting, representing 88 percent of the total voting power of ARAMARK’s outstanding voting shares. Of those votes cast, 592 million votes were cast in favor of the adoption of the merger agreement, representing 86 percent of the total voting power of ARAMARK’s outstanding voting shares and 97 percent of the votes cast. For the purposes of the second vote, 375 million votes were cast at the special meeting. Of those votes cast, 360 million votes were cast in favor of the adoption of the merger agreement, representing 96 percent of the total votes cast at the meeting.

Under the terms of the merger agreement, ARAMARK shareholders will receive $33.80 in cash for each share of ARAMARK common stock held. Subject to the satisfaction of customary closing conditions, the transaction is anticipated to close at the end of January 2007.

About ARAMARK

ARAMARK is a leader in professional services, providing award-winning food services, facilities management, and uniform and career apparel to health care institutions, universities and school districts, stadiums and arenas, and businesses around the world. In FORTUNE magazine’s 2006 list of “America’s Most Admired Companies,” ARAMARK was ranked number one in its industry, consistently ranking since 1998 as one of the top three most admired companies in its industry as evaluated by peers and industry analysts. The company was also ranked first in its industry in the 2006 FORTUNE 500 survey. Headquartered in Philadelphia, ARAMARK has approximately 240,000 employees serving clients in 18 countries. Learn more at the company’s Web site, www.aramark.com

Forward-Looking Statements

Forward-looking statements speak only as of the date made. We undertake no obligation to update any forward-looking statements, including prior forward-looking statements, to reflect the events or circumstances arising after the date as of which they were made. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements included herein or that may be made elsewhere from time to time by, or on behalf of, us.


This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views as to future events and financial performance with respect to our operations. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as “aim,” “anticipate,” “are confident,” “estimate,” “expect,” “will be,” “will continue,” “will likely result,” “project,” “intend,” “plan,” “believe,” “look to” and other words and terms of similar meaning in conjunction with a discussion of future operating or financial performance.

These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Factors that might cause such a difference include: unfavorable economic conditions; ramifications of any future terrorist attacks or increased security alert levels; increased operating costs, including labor-related and energy costs; shortages of qualified personnel or increases in labor costs; costs and possible effects of further unionization of our workforce; currency risks and other risks associated with international markets; risks associated with acquisitions, including acquisition integration issues and costs; our ability to integrate and derive the expected benefits from our recent acquisitions; competition; decline in attendance at client facilities; unpredictability of sales and expenses due to contract terms and terminations; the impact of natural disasters on our sales and operating results; the risk that clients may become insolvent; the risk that our insurers may become insolvent or may liquidate; the contract intensive nature of our business, which may lead to client disputes; high leverage; claims relating to the provision of food services; costs of compliance with governmental regulations and government investigations; liability associated with noncompliance with governmental regulations, including regulations pertaining to food services, the environment, the Federal school lunch program, Federal and state employment and wage and hour laws and import and export controls and customs laws; dram shop compliance and litigation; contract compliance and administration issues, inability to retain current clients and renew existing client contracts; determination by customers to reduce their outsourcing and use of preferred vendors; seasonality; merger related risks, including the impact on our business if the merger is not completed, the effect on our operations of increased leverage and limitations on our flexibility as a result of increased restrictions in our debt agreements; and other risks that are set forth in the “Risk Factors,” “Legal Proceedings” and “Management Discussion and Analysis of Results of Operations and Financial Condition” sections of and elsewhere in ARAMARK’s SEC filings, copies of which may be obtained by contacting ARAMARK’s investor relations department via its website www.aramark.com.

# # #

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